U.S. Securities and Exchange Commission, Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

         [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended January 31, 1998

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the transition period from           to

                         Commission file number 2-87778A

                      THE FLIGHT INTERNATIONAL GROUP, INC.
                      ------------------------------------
        (Exact name of small business issuer as specified in its charter)

               Georgia                                  58-1476225
--------------------------------------------------------------------------------
    (State or other jurisdiction                     (I.R.S. Employer
  of incorporation or organization)                 Identification No.)


    Newport News/Williamsburg International Airport, Newport News, VA 23602
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (757) 886-5500
--------------------------------------------------------------------------------
                            Issuer's telephone number


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes    No X .

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes     No X

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date: As of March 10, 1998, there
were 1,013,976 shares of the issuer's New Common Stock, par value $.01 per
share, issued and outstanding.

Transitional Small Business Disclosure Format [check one]: Yes     No X


<PAGE>



                                     PART 1
                              FINANCIAL INFORMATION

                     ITEM 1. CONDENSED FINANCIAL STATEMENTS


         The Flight  International  Group,  Inc. (the "Company")  files herewith
condensed  consolidated balance sheets of the Company and its subsidiaries as of
January  31, 1998  (unaudited)  and April 30,  1997 (the  Company's  most recent
fiscal year), unaudited condensed consolidated  statements of operations for the
three  months and nine months  ended  January 31, 1998 and 1997,  and  unaudited
condensed  consolidated  statements  of cash  flows  for the nine  months  ended
January 31, 1998 and 1997,  together with unaudited  condensed notes thereto. In
the opinion of management of the Company,  the financial  statements reflect all
adjustments, all of which are normal recurring adjustments,  necessary to fairly
present  the  financial  condition  of  the  Company  for  the  interim  periods
presented.  Operating results for any quarter are not necessarily  indicative of
results for any future period. The financial  statements included in this report
on Form  10-QSB  should  be read  in  conjunction  with  the  audited  financial
statements of the Company and the notes thereto included in the annual report of
the Company on Form 10-KSB for the year ended April 30, 1997.



                                        2

<PAGE>
The Flight International Group, Inc.
Condensed Consolidated Balance Sheets
Assets
<TABLE>
<CAPTION>


                                                            January 31, 1998                    April 30, 1997
                                                               (Unaudited)
                                                          ---------------------             ----------------------
<S>                                                      <C>                                <C>
Current Assets
  Cash                                                                $347,298                           $231,111
  Accounts Receivable, net                                           1,999,534                          2,230,370
  Inventories                                                        2,102,655                          1,790,890
  Prepaid expenses, deposits and other                               1,676,588                          1,416,076
                                                          ---------------------             ----------------------

Total current assets                                                 6,126,075                          5,668,447

Property and equipment, net                                          4,226,976                          4,266,598

Other assets                                                            24,778                             28,323
                                                          ---------------------             ----------------------


                                                                   $10,377,829                         $9,963,368
                                                          =====================             ======================




</TABLE>



The accompanying notes are an integral part of these financial statements.

                                       3

<PAGE>
The Flight International Group, Inc.
Condensed Consolidated Balance Sheets
Liabilities and Stockholders' Equity
<TABLE>
<CAPTION>


                                                              January 31, 1998                   April 30, 1997
                                                                (Unaudited)
                                                           ----------------------            ----------------------
<S>                                                         <C>                               <C>
Current Liabilities
  Accounts payable                                                      $531,987                          $326,406
  Deferred revenue                                                     1,037,913                           769,547
  Accrued expenses and other liabilities                               1,517,686                         1,775,972
  Notes Payable                                                                0                                 0
  Long-term debt due currently                                           569,757                           640,351
                                                           ----------------------            ----------------------

Total current liabilities                                              3,657,343                         3,512,276

Other non-current liabilities                                            684,746                           400,543
Deferred revenue                                                         691,942                         1,090,191
Long-term debt, less current maturities                                3,255,827                         3,282,068
                                                           ----------------------            ----------------------

Total liabilities                                                      8,289,858                         8,285,078
                                                           ----------------------            ----------------------

Stockholders' equity
  Common stock, $.01 par value, 10,000,000 shares
      authorized,  1,013,976 issued and outstanding                       10,140                            10,140
  Additional paid in capital                                           1,009,386                         1,009,386
  Treasury stock                                                          (1,769)                           (1,769)
  Retained Earnings                                                    1,070,214                           660,533
                                                           ----------------------            ----------------------

Total stockholders' equity                                             2,087,971                         1,678,290


                                                                     $10,377,829                        $9,963,368
                                                           ======================            ======================

</TABLE>



The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
The Flight International Group, Inc.
Unaudited Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>


                                                   For the Three Months Ended                  For the Nine Months Ended
                                             January 31, 1998     January 31, 1997      January 31, 1998         January 31, 1997
                                             --------------------------------------     -----------------------------------------

<S>                                            <C>                  <C>                  <C>                       <C>
Revenues                                        $4,155,102           $4,214,062          $15,835,253                $13,280,519

Operating costs and expenses
  Costs of services                              3,647,974            3,773,253           13,152,697                 10,667,694
  Gain on disposal of assets                       (19,647)             (18,657)             (55,981)                   (54,991)
  Depreciation and amortization                    137,584              143,128              416,005                    443,912
  General, corporate and administrative            537,584              523,132            1,628,279                  1,503,831
                                             --------------------------------------     -----------------------------------------

Total operating costs and expenses               4,303,495            4,420,856           15,141,000                 12,560,446

Income (loss) before other                        (148,393)            (206,794)             694,253                    720,073
    expenses

Other expenses
  Interest expense                                  95,210              118,978              271,526                    313,765
  Income tax                                        (1,879)               3,338               13,046                      3,605
                                             --------------------------------------     -----------------------------------------

Total other expenses                                93,331              122,316              284,572                    317,370

Net income (loss)                                $(241,724)           $(329,110)            $409,681                   $402,703
                                             =======================================     ========================================


Net income (loss) per common                        $(0.24)              $(0.33)               $0.40                      $0.40
                                             =======================================     ========================================
    share - basic

Weighted average number of shares                1,013,976              998,976            1,013,976                    998,976
                                             =======================================     ========================================


</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       5

<PAGE>

The Flight International Group, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>



                                                                                       For the Nine Months Ended
                                                                             January 31, 1998            January 31, 1997
                                                                       ---------------------------------------------------
<S>                                                                         <C>                          <C>
Operating Activities
  Net income                                                                        $409,681                     $402,703
  Adjustments to reconcile net income
   to net cash provided by (used in) operating
   activities
    Depreciation and amortization                                                    416,005                      443,912
    Changes in operating assets and liabilities
      Accounts receivable                                                            230,836                     (908,342)
      Inventories                                                                   (311,765)                      19,449
      Prepaid expenses, deposits, and other                                         (260,512)                    (845,832)
      Accounts payable                                                               205,581                      291,658
      Accrued expenses and other liabilities                                        (258,286)                     396,230
      Other non-current liabilities (engine reserves)                                284,203                       87,582
      Deferred revenue                                                              (129,883)                    (198,837)
                                                                       ---------------------------------------------------

Net cash provided by (used in) operating activities                                  585,860                     (311,477)

Investing activities
  Sale (Purchase) of property and equipment                                         (376,383)                    (304,369)
  Net (increase) decrease in other assets                                              3,545                      (19,016)
                                                                       ---------------------------------------------------

Net cash provided by (used in) investing activities                                 (372,838)                    (323,385)

Financing activities
  Short term borrowing                                                                     0                       71,461
  Long term borrowing                                                              1,338,750                            0
  Repayment of long-term debt                                                     (1,435,585)                    (507,893)
                                                                       ---------------------------------------------------

Net cash provided by (used in) financing activities                                  (96,835)                    (436,432)

Net (decrease) increase in cash and                                                  116,187                   (1,071,294)
  cash equivalents

Cash and cash equivalents, beginning of period                                       231,111                    1,178,779

Cash and cash equivalents, end of period                                            $347,298                     $107,485
                                                                       ===================================================

Supplemental disclosures of cash flow information
                   Interest paid                                                     155,266                      191,723
                   Income taxes paid                                                       0                        3,605

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>

                      THE FLIGHT INTERNATIONAL GROUP, INC.
                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The Flight  International  Group,  Inc. (the  "Company") is an aviation
services  company that  performs  military  training  services  using  specially
modified commercial aircraft, principally under contracts with the United States
Department  of Defense,  other  government  agencies and foreign  countries.  In
addition,  the Company has  established a market for training and testing in the
aerospace industry. The Company also operates a fixed base operation ("FBO") and
FAA  licensed  repair  station at the  Newport  News/Williamsburg  International
Airport.

         The  consolidated  financial  statements  include  the  accounts of the
Company  and  its  wholly  owned  subsidiaries.   All  significant  intercompany
transactions and balances have been eliminated.

         In 1997,  the Company  adopted  Statement of  Accounting  Standard #128
"Earnings  Per Share",  which revises  disclosure  requirements  and  simplifies
existing  computational  guidelines.  The Statement became effective for periods
ended after December 15, 1997. Net  income/loss  per common share is computed by
dividing  the  income/loss  by the weighted  average  number of shares of common
stock outstanding during the year.

2.       NOTES PAYABLE

         On October 16, 1996,  the Company  entered  into a Factoring  Agreement
(the  "Agreement")  with Heller  Small  Business  Finance,  a division of Heller
Financial,  Inc.  ("Heller").  The Agreement granted Heller an assignment of the
CAS-MOS  contract  (see Item 2)  accounts  receivable  and  proceeds  thereon as
collateral  for a line of  credit  not to  exceed  $2,000,000.  The  term of the
Agreement  was two  years,  with an option  for the  Company  to  terminate  the
Agreement  after one year,  if the Company was able to obtain  traditional  bank
financing.  Heller charged a discount fee of .8% of the invoice amount purchased
and an interest  rate of prime plus 1% until the  invoice  was paid.  The Heller
Agreement  included a minimum fee to Heller,  inclusive of all interest charges,
of $60,000 per annum.


                                        7

<PAGE>



         On August 28, 1997,  Heller exited the small business  factoring market
and  sold,  transferred  and  assigned  the  Agreement  to Metro  Factors,  Inc.
("Metro").  All terms and conditions under the Agreement remained the same until
October  1,  1997,  when Metro and the  Company  agreed to amend the terms.  The
discount  fee was  lowered to .4% for  funding  periods  of 1-30  days,  with an
additional .1% for each 15 day period thereafter. The minimum fee was reduced to
$12,000 per annum.  The term of the Agreement  remained the same and the Company
still  had a right to exit  early,  if it was able to  obtain  traditional  bank
financing. No amounts were outstanding on this line as of January 31, 1998. This
Agreement was terminated subsequent to the end of the Quarter (See Note 5).

3.       LONG TERM DEBT

         On  January  15,  1998 the  Company  refinanced  a loan  secured by two
aircraft.  The new loan,  which is now secured by only one  aircraft,  is in the
amount of $1,338,750  payable over 84 months at a fixed rate of 9.25%.  Payments
will be $15,937.50  in principal  per month plus  interest in arrears.  Proceeds
were used to payoff the existing loan ($956,690) with the remaining balance used
to meet working  capital  requirements.  The loan is guaranteed by an officer of
the Company.

4.       INCOME TAXES

         The Company has substantial net operating loss carry forwards available
to offset against current income.  However,  the Company will be responsible for
certain taxes payable as a result of the  alternative  minimum tax, and has made
provisions for such taxes.

5.       SUBSEQUENT EVENT

         On February  25, 1998,  the Company  entered into a line of credit with
Crestar Bank  ("Crestar") for all short term financing needs. The new agreement,
which replaces the agreement with Metro, which has now been terminated, provides
for up to $2,000,000 in credit.  The loan is  represented by a demand note which
may be payable at any time upon demand of Crestar. The Company will be obligated
to pay  Crestar  interest  at prime rate plus  one-half  percent of the  average
balance  outstanding.  The line is secured by the Company's accounts  receivable
and an assignment of the CAS-MOS contract.

                                        8

<PAGE>



                                     ITEM 2
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BACKGROUND AND GENERAL INFORMATION

         The Company is an aviation  services  company  that  performs  military
training services using modified commercial aircraft, principally under contract
with the United States  Department of Defense and other government  agencies and
foreign countries.  In addition, with the use of these aircraft, the Company has
established  a market for training and testing in the  aerospace  industry.  The
Company also operates a fixed base operation and FAA licensed  repair station at
the Newport News/Williamsburg International Airport.

         The Company  and  several of its  affiliates  emerged  from  bankruptcy
protection in December  1994. In its first two full fiscal years since  emerging
from bankruptcy, and in the period subsequent thereto, the Company has increased
revenue,  obtained a major long-term  contract  described in the next paragraph,
and has generated positive net income (after extraordinary item in 1996) for the
years ended April 30,  1997 and 1996 and for the nine months  ended  January 31,
1998.

         In August  1996,  the  Company was  awarded a major new  contract.  The
Commercial Air Services - Military  Operations  Support (CAS-MOS)  contract is a
derivative  of the original  government  contract won by the Company in 1980 and
operated  until  September  1993.  The new contract began on October 1, 1996 and
runs for one base year with four option years.  The Navy has exercised the first
option year of the contract  (Oct.  1, 1997 - Sept.  30,  1998).  Total  revenue
recognized from the CAS-MOS  contract for the quarter ended January 31, 1998 was
approximately $2.5 million.

RESULTS OF OPERATIONS

         REVENUE

         Total  revenues for the three  months  ended  January 31, 1998 and 1997
were  $4,155,102  and  $4,214,062,  respectively.  The 1% decrease in revenue is
primarily due to exceptionally poor weather conditions on both the east and west
coasts, forcing cancellation

                                        9

<PAGE>



of numerous  training  flights on the CAS-MOS  contract.  These  flights will be
rescheduled  into later  quarters  and should have a positive  effect on revenue
before September 30, 1998.  Maintenance and FBO revenues increased by 3% and 6%,
respectively.



                                        9

<PAGE>



         Revenue  increased  19% for the nine months  ended  January  31,  1998,
principally due to the CAS-MOS contract. Maintenance operations, which accounted
for 8% of  total  Company  revenues,  dropped  44% from  the  prior  year due to
customer  aircraft  modifications  completed in the first  quarter of the fiscal
year ended April 30, 1997. FBO revenue, which accounted for 8% of total revenue,
increased by 11% for the nine month period.

         COSTS OF SERVICES

         Costs of services for the three months ended  January 31, 1998 and 1997
were  $3,647,974  and  $3,773,253,  respectively.  The 3%  decrease  in costs of
services  was due to  cancellation  of  training  services  due to poor  weather
conditions.  For the nine months ended  January 31, 1998 and 1997,  the costs of
services were  $13,152,697 and $10,667,694,  respectively.  The 23% increase for
the nine  months is  principally  due to the  increased  costs  associated  with
aircraft operations on the CAS-MOS contract.

         GENERAL CORPORATE AND ADMINISTRATIVE

         General  corporate  and  administrative  expenses  for the three months
ended January 31, 1998 and 1997 were $537,584 and  $523,132,  respectively.  For
the  nine  months  ended  January  31,  1998 and  1997,  general  corporate  and
administrative  expenses were  $1,628,279 and $1,503,831,  respectively.  The 3%
increase  in the three  month and 8%  increase  in the nine  month  periods  are
principally  due to staffing  changes  needed to handle the increased  revenues,
along with an increase in property taxes on the increased  number of aircraft in
operation.  Marketing  expenses  also  increased by 23% as a result of increased
activity in that area.

         INTEREST

         Interest  expense for the three months ended  January 31, 1998 and 1997
was $95,210 and  $118,978,  respectively.  For the nine months ended January 31,
1998 and 1997, interest expense was $271,526 and $313,765, respectively. The 20%
and 13% decreases in interest expense for the three month and nine month periods
ended January 31, 1998 over the comparable prior year periods is principally due
to the scheduled pay off of long term debt.

         NET INCOME(LOSS)

                                       10

<PAGE>

         As a result  of the  foregoing,  the  Company's  net loss for the three
months ended January 31, 1998 was  $241,724,  or $.24 per share of the Company's
common  stock,  compared  with net loss of  $329,110,  or $.33 per share for the
three months ended January 31, 1997. For the nine months ended January 1998, the
Company's net income was $409,681,  or $.40 per share,  compared to $402,703, or
$.40 per share for the nine months ended January 31, 1997. The weighted  average
number of shares  used in  computing  per share  earnings  for all  periods  was
1,013,976 for the current year and 998,976 for the prior year.

         LIQUIDITY AND CAPITAL RESOURCES

         The Company has funded its operations primarily through cash flows from
operations  and short term  borrowing  from the  factoring  agreement  discussed
below. The Company's operating activities provided cash of $585,860 for the nine
months ended January 31, 1998, while using $311,477 in the comparable prior year
period.

         In addition,  on January 15, 1998 the Company refinanced a loan secured
by two  aircraft.  The new loan is for  $1,338,750  payable  over 84 months at a
fixed rate of 9.25%.  Payments will be $15,937.50 in principal  plus interest in
arrears.  Proceeds  were used to pay off the existing loan  ($956,690)  with the
remaining balance used to meet working capital requirements.

         On October 16, 1996,  the Company  entered  into a Factoring  Agreement
(the  "Agreement")  with Heller  Small  Business  Finance,  a division of Heller
Financial,  Inc.  ("Heller").  The Agreement granted Heller an assignment of the
CAS-MOS  contract  accounts  receivable and proceeds thereon as collateral for a
line of  credit  which is  expected  not to exceed  $2,000,000.  The term of the
Agreement  is two  years,  with an  option  for the  Company  to  terminate  the
Agreement  after one year,  if the  Company is able to obtain  traditional  bank
financing.  Heller charged a discount fee of .8% of the invoice amount purchased
and an interest rate of prime plus 1% until the invoice was paid.  The Agreement
included a minimum fee to Heller,  inclusive of all interest charges, of $60,000
per annum.

         On August 28, 1997,  Heller exited the small business  factoring market
and sold, transferred and assigned the Agreement to Metro

                                       11

<PAGE>



Factors,  Inc. ("Metro").  All terms and conditions under the Agreement remained
the same until October 1, 1997,  when Metro and the Company  agreed to amend the
terms.  The  discount  fee was lowered to .4% for funding  periods of 1-30 days,
with an additional  .1% for each 15 day period  thereafter.  The minimum fee was
reduced to $12,000 per annum. Other terms of the Agreement remained the same. No
balance was due Metro as of January 31, 1998.

         On February  25, 1998,  the Company  entered into a line of credit with
Crestar Bank  ("Crestar") for all short term financing needs. The new agreement,
which replaces the agreement with Metro, which has now been terminated, provides
for up to $2,000,000 in credit.  The loan is  represented by a demand note which
may be payable at any time upon demand of Crestar. The Company will be obligated
to pay  Crestar  interest  at prime rate plus  one-half  percent of the  average
balance  outstanding.  The line is secured by the Company's accounts  receivable
and an assignment of the CAS-MOS contract.



                                       12

<PAGE>



                           PART II - OTHER INFORMATION



Item 1.         Legal Proceedings.  To the best knowledge of the Company,
                it is not a party to any legal proceedings or litigation.
                The Company knows of no such litigation being threatened
                or contemplated.

Item 2.         Changes in Securities.  None

Item 3.         Defaults Upon Senior Securities.  None

Item 4.         Submission of Matters to a Vote of Security Holders.
                None

Item 5.         Other Information.  None

Item 6.         (a) Exhibits.

                      10.1     Documents Relating to Crestar Bank Loan

                      10.2     Documents Relating to Wachovia Bank Refinancing

                      27.1     Financial Data Schedule

                (b) Reports on Form 8-K.  None


                                       13

<PAGE>



                                   SIGNATURES


     In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:  March 16, 1998                      THE FLIGHT INTERNATIONAL GROUP, INC.


                                         By: /s/  David E. Sandlin
                                             -----------------------------------
                                                   David E. Sandlin
                                                   Principal Executive Officer



                                         By: /s/  Wayne M. Richmon
                                             -----------------------------------
                                                   Wayne M. Richmon
                                                   Principal Financial Officer



                                       14

<PAGE>



                                  EXHIBIT INDEX


10.1          Documents Relating to Crestar Bank Loan

10.2          Documents Relating to Wachovia Bank Refinancing

27.1          Financial Data Schedule

                                       15